SETTLEMENT HOUSING FUND, INC. AND AFFILIATES CONSOLIDATED FINANCIAL STATEMENTS WITH INDEPENDENT AUDITOR'S REPORT DECEMBER 31, 2015

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1 SETTLEMENT HOUSING FUND, INC. AND AFFILIATES CONSOLIDATED FINANCIAL STATEMENTS WITH INDEPENDENT AUDITOR'S REPORT

2 SETTLEMENT HOUSING FUND, INC. AND AFFILIATES INDEX INDEPENDENT AUDITOR'S REPORT 1-2 FINANCIAL STATEMENTS Page Consolidated Statement of Financial Position 3-4 Consolidated Statement of Activities 5 Consolidated Statement of Changes in Net Assets 6 Consolidated Statement of Cash Flows 7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8-20 SUPPLEMENTARY INFORMATION 21 Consolidating Schedule of Financial Position 22 Consolidating Schedule of Activities 23 Schedule of Financial Position 24 Schedule of Activities 25 Schedule of Cash Flows 26 Schedule of Functional Expenses 27 Selected Notes to Schedules 28-30

3 INDEPENDENT AUDITOR S REPORT Board of Directors Settlement Housing Fund, Inc. and Affiliates We have audited the accompanying consolidated of financial statements of Settlement Housing Fund, Inc. and Affiliates, which comprise the consolidated statement of financial position as of December 31, 2015, and the related consolidated statements of activities, changes in net assets and cash flows for the year then ended, and the related notes to the consolidated financial statements. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

4 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements referred to above presents fairly, in all material respects, the financial position of Settlement Housing Fund, Inc. and Affiliates, as of December 31, 2015, and the changes in their net assets and their cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Report on Supplementary Information Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The consolidating information on pages 22 and 23 and the Settlement Housing Fund, Inc. financial report on pages 24 through 30 are presented for purposes of additional analysis and are not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole. New York, New York September 15, 2016 Certified Public Accountants - 2 -

5 SETTLEMENT HOUSING FUND, INC. AND AFFILIATES CONSOLIDATED STATEMENT OF FINANCIAL POSITION ASSETS CURRENT ASSETS Cash and cash equivalents $ 2,882,308 Escrows and reserves 3,225,045 Tenants' security deposits 764,839 Investments 1,260,672 Grants and contributions receivable 807,794 Fees receivable, current portion 40,703 Rents and other receivables 930,490 Predevelopment costs 619,455 Other assets 750,370 Total Current Assets 11,281,676 FIXED ASSETS Property and equipment, net of accumulated depreciation of $38,415,412 60,922,389 OTHER ASSETS Fees receivable 299,066 Mortgage receivable 429,739 Other receivable 274,138 Deferred expenses, less accumulated amortization of $88, ,100 Total Assets $ 73,331,787 See notes to financial statements

6 CURRENT LIABILITIES Current portion of long-term debt $ 2,898,661 Accounts payable and accrued expenses 2,292,711 Accrued interest payable 355,189 Tenant security deposits payable 796,375 Current portion of deferred rent payable 10,875 Deferred revenue 219,190 Total Current Liabilities 6,573,001 OTHER LIABILITIES Long-term debt 46,051,874 Deferred rent payable 53,828 Total Other Liabilities 46,105,702 TOTAL LIABILITIES 52,678,703 COMMITMENTS AND CONTINGENCIES SETTLEMENT HOUSING FUND, INC. AND AFFILIATES CONSOLIDATED STATEMENT OF FINANCIAL POSITION LIABILITIES AND NET ASSETS NET ASSETS Unrestricted Undesignated 15,871,508 Board designated for operating reserves 900,000 Noncontrolling interest 3,038,036 Temporary restricted 843,540 Total net assets 20,653,084 TOTAL LIABILITIES AND NET ASSETS $ 73,331,787 See notes to financial statements

7 PUBLIC SUPPORT AND OPERATING REVENUE SETTLEMENT HOUSING FUND, INC. AND AFFILIATES CONSOLIDATED STATEMENT OF ACTIVITIES YEAR ENDED Temporarily Unrestricted Restricted Total Grants and contributions $ 9,023,610 $ 458,880 $ 9,482,490 Special events, net 471, ,764 Program and other fees 1,171, ,660 1,556,482 Rental income 15,213,837-15,213,837 Interest and dividend income 249, ,925 Realized and unrealized loss on investments (2,818) - (2,818) Other income 1,001,562-1,001,562 Net assets released from restrictions 337,585 (337,585) - Total Public Support and Operating Revenue 27,467, ,955 27,973,242 EXPENSES Program services Youth services 11,445,365-11,445,365 Housing 16,200,977-16,200,977 Supporting services Management and general 1,773,214-1,773,214 Fundraising 193, ,349 Total Expenses 29,612,905-29,612,905 CHANGE IN NET ASSETS BEFORE LOSS ALLOCATED TO NONCONTROLLING OWNERSHIP INTEREST (2,145,618) 505,955 (1,639,663) LOSS ALLOCATED TO NONCONTROLLING OWNERSHIP INTEREST 109, ,454 CHANGE IN NET ASSETS $ (2,036,164) $ 505,955 $ (1,530,209) See notes to financial statements

8 SETTLEMENT HOUSING FUND, INC. AND AFFILIATES CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS YEAR ENDED NET ASSETS Total Temporarily Restricted Controlling Interest Unrestricted Noncontrolling Interest Balance, January 1, 2015 $ 22,183,293 $ 337,585 $ 18,694,543 $ 3,151,165 Changes in net assets (1,530,209) 505,955 (1,923,035) (113,129) Balance, December 31, 2015 $ 20,653,084 $ 843,540 $ 16,771,508 $ 3,038,036 See notes to financial statements

9 SETTLEMENT HOUSING FUND, INC. AND AFFILIATES CONSOLIDATED STATEMENT OF CASH FLOWS YEAR ENDED CASH FLOWS FROM OPERATING ACTIVITIES Decrease in Net Assets $ (1,530,209) ADJUSTMENTS TO RECONCILE DECREASE IN NET ASSETS TO NET CASH PROVIDED BY OPERATING ACTIVITIES Realized and unrealized loss on investments 2,818 Depreciation 2,341,202 Amortization 5,587 Bad debt 2,048 Rent (27,670) Changes in assets and liabilities Tenants' security deposits (4,590) Grants and contributions receivable (239,453) Fees receivable (43,859) Rents and other receivables (58,398) Other assets 857,883 Accounts payable and accrued expenses 409,111 Accrued interest payable 99,735 Tenant security deposits payable 1,390 Deferred revenue (13,749) Net cash provided by operating activities 1,801,846 CASH FLOWS FROM INVESTING ACTIVITIES Predevelopment costs (619,455) Investments (37,532) Mortgage receivable (20,463) Other receivable (223,892) Property and equipment (1,173,998) Deferred expenses (21,848) Escrows and reserves (412,984) Net cash used in investing activities (2,530,851) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds of long-term debt 1,345,496 Repayment of long-term debt (767,071) Construction costs payable 4,350 Net cash provided by financing activities 582,775 NET DECREASE IN CASH AND CASH EQUIVALENTS (146,230) CASH AND CASH EQUIVALENTS Beginning of year 3,028,538 End of year $ 2,882,308 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for Interest $ 441,117 See notes to financial statements

10 SETTLEMENT HOUSING FUND, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization Settlement Housing Fund, Inc. (SHF) and Affiliates (collectively the Organization ) provides affordable housing, technical assistance, affordable housing development services, social, recreational and cultural activities, events and after-school programs for low-income individuals and families, and transitional housing and day care for formerly homeless families in the City of New York. SHF also forms not-for-profit New York State Article 11 PHFL Housing Development Fund Corporations ( HDFCs ) to serve as the legal fee title owners of affordable housing projects. These HDFCs sign nominee agreements with the beneficial owners, which assume all operational and development responsibility. Furthermore, the Organization is affiliated with and controls other nonprofit corporations and for profit limited partnerships and corporations which have been formed as supporting entities to further the Organization s objectives. These entities are included in the consolidated financial statements of the Organization in accordance with accounting principles generally accepted in the United States of America ( U.S. GAAP ) The following summarizes the entities comprising the Organization. Semiperm Housing Development Fund Corp. (Semiperm) Newset II HDFC (Newset) Shuhab HDFC (Shuhab) New Hull Street HDFC, Inc. (New Hull) New Settlement Community Campus Corp. (NSCCC) 287 Housing Development Fund Corporation (287 HDFC) The Crenulated Company, Ltd. (Crenulated) The St. John s Place Family Center Housing Development Fund Corp. (St. John s HDFC) The St. John s Place Family Center Day Care Corporation (St. John s Day Care) Marcy Baer, Inc. Marcy Baer Associates, LP 1615 St. John s Place, Inc St. John s Place, LP SHF was organized on August 20, 1969, under Section 402 of the Not-for-Profit Corporation Law and pursuant to Article XI of the Private Housing Finance Law ( Housing Development Fund Companies Law ) of the State of New York. SHF is a not-for-profit charitable organization exempt from income tax under Section 501(c)(3) of the Internal Revenue Code. SHF creates and sustains high quality affordable housing and programs, building strong and economically diverse neighborhoods throughout New - 8 -

11 SETTLEMENT HOUSING FUND, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization (Continued) York City. SHF works closely with community partners to provide low- and moderateincome New Yorkers with pathways to long-term affordable housing, education, employment and wellness. SHF provides technical assistance, development services and supervision to low- and moderate-income housing projects, including projects owned by SHF s affiliates and projects in which the Organization s affiliates are principals in joint ventures. Services include analyzing projects, choosing and supervising development teams, obtaining financing and subsidies, and supervising management and social services. SHF is supported primarily by fees charged for services provided and government, foundation and corporate contributions and grants. Semiperm was formed as a nonprofit organization under the laws of the State of New York on May 2, 2006, and is a tax-exempt entity under Section 501(c)(3) of the Internal Revenue Code. Semiperm was organized to operate a building in which single-parent, formerly homeless families can live generally for two to five years, benefiting from educational programs and task-oriented counseling so that they can attain self-sufficiency and the ability to live in permanent housing. In April 2008, Semiperm received a donation of a 36,000 square-foot building, consisting of 24 residential units. Semiperm recorded the building at the market value as assessed by the New York City Department of Finance. Newset was formed as a nonprofit organization under the laws of the State of New York on September 14, 1999, and is a tax-exempt entity under Section 501(c)(3) of the Internal Revenue Code. Newset owns and operates two rental housing projects consisting of 53 units located in the Bronx, New York. Newset also provides a space for The Crenulated Company Ltd. s College Access Program. The Organization also owns a 99% noncontrolling ownership interest in Marcy Baer Associates LP and has recorded its investment in the partnership at $0. The equity method of accounting has been discontinued as the Organization is not liable for any of Newset s liabilities. Shuhab was formed as a nonprofit organization under the laws of the State of New York on March 28, 2002, and is a tax-exempt entity under Section 501(c)(3) of the Internal Revenue Code. Shuhab was organized to develop ten residential buildings containing 428 units that were acquired through the NYC Department of Housing Preservation and Development s Third Party Transfer Program and then to convert these buildings to cooperative ownership or rental use. At December 31, 2015, five buildings have been renovated and converted to cooperative ownership, one building was renovated and sold as a rental to an unaffiliated private owner, one building was transferred to 287 HDFC for renovation and operation as a rental, one building has completed renovations, one - 9 -

12 SETTLEMENT HOUSING FUND, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization (Continued) building will be sold to an unaffiliated nonprofit organization, and the tenth building is to remain part of Shuhab for rental use. New Hull was formed as a nonprofit organization under the laws of the State of New York on December 12, 1990, and is a tax-exempt entity under Section 501(c)(3) of the Internal Revenue Code. New Hull owns and operates a 33-unit apartment project in Brooklyn, New York. NSCCC was formed as a nonprofit organization under the laws of the State of New York on August 23, 2005, and is a tax-exempt entity under Section 501(c)(3) of the Internal Revenue Code. NSCCC was formed to develop a school facility and community center in the Mt. Eden section of the Southwest Bronx, New York. The land and buildings containing this facility are leased from the New York City School Construction Authority. Furthermore, NSCCC provides social, recreational and cultural activities, events and after-school programs in the community center to benefit the school and the surrounding community. NSCCC has leased a portion of the building back to the New York City School Construction Authority. Rents for the premises are based on certain operating cost reimbursements that are adjusted annually. In 2011, NYCSCA assigned its interest in the lease to the New York City Department of Education. 287 HDFC was formed as a nonprofit corporation under the laws of the State of New York on January 24, 2013, and is a tax-exempt entity under Section 501(c)(3) of the Internal Revenue Code. 287 HDFC was organized for the purpose of acquiring, developing and managing an affordable housing project with 20 residential units that was transferred from Shuhab. The project was acquired on June 28, Crenulated was formed as a nonprofit organization under the laws of the State of New York on April 21, 1989, and is a tax-exempt entity under Section 501(c)(3) of the Internal Revenue Code. Crenulated owns and operates 14 buildings known as the New Settlement Apartments in the West Bronx, New York, as low- and moderate-income housing and housing for the homeless. In addition, Crenulated provides community programs for its tenants and neighborhood residents. St. John s HDFC was formed as a nonprofit organization under the laws of the State of New York on March 24, 1987, and is a tax-exempt entity under Section 501(c)(3) of the Internal Revenue Code. St. John s HDFC owns and operates a facility in Brooklyn, New York, that provides transitional housing and ancillary services to displaced and homeless families. Funding for this program comes from a five year Human Services Contract which commenced on July 1, 2011, with the City of New York s Department of

13 SETTLEMENT HOUSING FUND, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization (Continued) Homeless Services. The total amount of the contract award, as amended, was $14,549,799. The contract expires on June 30, 2016, and is currently in renegotiation. St. John s HDFC also owns a small building acquired from the City of New York which is being renovated for community and administrative use. St. John s HDFC provided all management services to two nearby buildings containing permanent residential housing through September 30, At that date, services began phasing out until October 2015, when it no longer handled management for those buildings. St. John s Day Care was formed as a nonprofit organization under the laws of the State of New York on May 22, 2000, and is a tax-exempt entity under Section 501(c)(3) of the Internal Revenue Code. St. John s Day Care provides day care for children aged 2.5 to 5 years old of the shelter residents in St. John s Place HDFC and the surrounding community. St. John s Day Care s main source of revenue is the New York City Administration for Children s Services. SHF is the sole owner of the general partners which each own a percentage of their associated limited partnerships. These partnerships were formed to own individual properties which are developed to provide low-income housing: General Partner GP Interest of Limited Partnerships Limited Partnership Marcy Baer, Inc. 1% Marcy Baer Associates, L.P St. John s Place, Inc. 0.01% 1615 St. John s Place, L.P SHF has a 50% cumulative partnership interest in Two Bridgeset Associates, L.P. This entity is being treated as an unconsolidated affiliate. SHF, through its subsidiary 1561 HDFC, entered into a partnership agreement whereby it has a 51% interest in 1561 MM, LLC, the managing member of a 60 unit apartment project to be built at 1561 Walton Avenue, Bronx, New York. Walton/Briarwood, LLC, the 49% partner, will guarantee construction completion, together with the general contractor. Upon conversion, the operating guarantee will be the responsibility of SHF. It is anticipated at that time the project will be included in SHF s consolidated financial statements

14 SETTLEMENT HOUSING FUND, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. Summary of Significant Accounting Policies a) Basis of Accounting The accompanying consolidated financial statements have been prepared on the accrual basis and conform to accounting principles generally accepted in the United States of America as applicable to nonprofit entities. b) Principles of Consolidation Nonprofit Corporations. The accompanying financial statements of the Organization include the accounts of Settlement Housing Fund, Inc. and other nonprofit entities that are commonly controlled by SHF s officers or Board of Directors. All intercompany transactions and accounts have been eliminated in consolidation. Limited Partnerships. Partnerships that are controlled by SHF are included in the consolidated financial statements. The general partnership interests held by SHF entities equal.01% to 1% of the respective limited partnerships equity, with the remainder of the partnerships equity held by the limited partners of the respective limited partnerships. The portion of the limited partnerships not owned by SHF affiliated entities is presented in the consolidated financial statements as non-controlling interests. c) Cash and Cash Equivalents The Organization maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Organization has not experienced any losses in such accounts and believes it is not exposed to significant credit risk on cash and equivalents. For purposes of the statement of cash flows, the Organization considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. d) Property and Equipment Property and equipment is stated at cost or, if donated, at estimated fair value at the date of donation. The cost of buildings and improvements is depreciated over estimated useful lives of 30 to 40 years. The cost of furniture and equipment is depreciated over estimated useful lives of three to seven years. When assets are disposed of, their costs and accumulated depreciation are removed from the accounts and resulting gains or losses are included in operations. Management generally capitalizes items in excess of $

15 SETTLEMENT HOUSING FUND, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. Summary of Significant Accounting Policies (Continued) e) Income Taxes SHF, Semiperm, Newset, Shuhab, New Hull, NSCCC, 287 HDFC, Crenulated and St John s are exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code. The subsidiaries of the Organization are treated as partnerships and corporations for tax purposes. Partnership taxable income or loss passes through to, and is reportable by, the partners, individually. The Corporations have net operating losses that are carried forward for future offsetting against taxable income. These losses have a 20-year life and expire if unused. Losses carried forward should be computed as assets using the applicable tax rate and reported on the consolidated statement of financial position, subject to valuation allowance. In the case of the wholly-owned subsidiaries, it is more likely than not that the respective asset will never be realized as the possibility of net income or gain is unlikely for these corporations. Therefore, no asset has been recognized in this financial report as the valuation allowance would equal 100% of the asset value. Management has determined that SHF and its affiliated entities had no uncertain tax positions that would require financial statement recognition. SHF and its affiliates are no longer subject to income tax examination by federal, state or local tax authorities for years before f) Use of Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expense during the reporting period. Actual results could differ from those estimates. g) Revenue Recognition Contributions are recognized when the donor makes a promise to give to the organization that is, in substance, unconditional. All contributions are due in one year and are recorded at their net realizable value. Contributions of cash and other assets are reported as temporarily restricted support if they are received with donor stipulations that limit the use of the donated assets. When a donor restriction expires, that is, when a stipulated time restriction ends or purpose restriction is accomplished, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the statement of activities as net assets released

16 SETTLEMENT HOUSING FUND, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. Summary of Significant Accounting Policies (Continued) g) Revenue Recognition (Continued) from restrictions. However, donor restricted contributions whose restrictions are met in the same reporting period are reported as unrestricted support. Contributions of in-kind services are recorded at fair value at date of service. Grant revenues are recognized in revenue upon incurring expenses, which is to reflect the cost-reimbursable nature of the grants. The actual funds received from the funding authority can be more or less than the amount of expenses incurred. When the funding received is more than the incurred expenses, a liability to the funding authority is recorded. When the funding received is less than the incurred expenses, a receivable from the funding authority is recorded. If there are no conditions, the grant revenue is recognized when the grantor informs the organization of its promise of the unconditional grant. Rental income, principally from short-term leases on apartment units, is recognized as rentals become due. Rental payments received in advance are deferred until earned. All leases between the consolidated partnerships and tenants of the property are operating leases. The Organization receives supervisory fees from several of its affiliated projects. In addition, the Organization provides services, such as marketing, to unaffiliated projects. The fees are recognized as revenue when earned. h) Functional Allocation of Expenses Costs and expenses of various programs and other activities have been analyzed on a functional basis. Accordingly, all costs and expenses incurred have been allocated among the programs and supporting services benefited. i) Investments Investments are stated at fair value. Investment securities, in general, are exposed to various risks such as interest rate, credit, and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term, based on the markets declines, and that such changes could materially affect the amounts reported in the consolidated financial statements

17 SETTLEMENT HOUSING FUND, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. Summary of Significant Accounting Policies (Continued) j) Deferred Expenses Deferred expenses are amortized over their estimated useful lives. k) Impairment of Long-Lived Assets The Organization reviews its investment in real estate for impairment whenever events or changes in circumstances indicate that the carrying value of such property may not be recoverable. Recoverability is measured by a comparison of the carrying amount of the real estate to the future net undiscounted cash flow expected to be generated by the rental property including the low income housing tax credits and any estimated proceeds from the eventual disposition of the real estate. If the real estate is considered to be impaired, the impairment to be recognized is measured at the amount by which the carrying amount of the real estate exceeds the fair value of such property. There were no impairment losses recognized in Fixed Assets A summary of fixed assets in as follows: Useful lives Land $ 929,521 Buildings and improvements 93,423, years Furniture, fixtures and equipment 4,985, years 99,337,801 Less: Accumulated depreciation (38,415,412) 4. Escrows and Reserves $60,922,389 Pursuant to the terms of loan and partnership agreements, operating and replacement reserves and escrow deposits have been established by the various projects. Operating reserves are to be used for funding operating deficits of the projects and replacement reserves are to be used for the future improvement and replacement for the rental properties

18 SETTLEMENT HOUSING FUND, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5. Fair Value Measurements Fair values of assets measured on a recurring basis at December 31, 2015, are as follows: Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Fair Value Corporate fixed income $415,214 $ - $ 415,214 $ - Stocks and - Mutual funds 501, ,700 Captive insurer organization 343, ,758 Total $1,260,672 $501,700 $415,214 $343,758 All assets have been valued using a market approach, except for Level 3 assets. Level 3 assets are valued using the income approach. Fair values of assets in Level 2 are calculated using quoted market prices for similar assets in markets that are not active. Fair values for assets in Level 3 are calculated using assumptions about discounted cash flow and other present value techniques. There were no changes in the valuation techniques during the current year. 6. Grants and Contributions Receivable Grants and contributions receivable are due as follows: Contributions receivable - individuals $ 17,500 Grants receivable 790,294 Total $807,794 At December 31, 2015, $280,000 of grants receivable are from temporarily restricted net assets. 7. Related Party Transactions The organization earns annual fees from its affiliated and unaffiliated entities, including partnership management fees for services related to reporting and monitoring operations, supervisory fees for services performed in the supervision and development of certain operating procedures, and accounting and data processing fees for services performed in

19 SETTLEMENT HOUSING FUND, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7. Related Party Transactions (Continued) maintaining the books and records of the entities. Fees owed to the organization from unconsolidated affiliates at December 31, 2015 were $339, Loans Receivable A Senior Fund Note in the amount of $8,827,851 dated August 11, 2011, from NSCCC was subsequently assigned to SHF. Interest only payments are due quarterly at 1% per annum through July 1, Beginning October 5, 2018, payments of principal and interest are due quarterly. The unpaid outstanding principal balance, together with any unpaid and accrued interest, is due on January 1, A Junior Fund Note in the amount of $4,127,549 dated August 11, 2011, from NSCCC Investment Fund LLC to SHF and loaned to NSCCC requires interest only payments quarterly at 1% per annum. The principal balance of $4,127,549 is due on January 1, Both notes have been eliminated in consolidation. 9. Mortgage Receivable The mortgage to Two Bridgeset Associates, L.P. bears no interest and is due on October 29, The mortgage is reported at its net present value using a discount rate of 5%. In 2008, SHF donated half the mortgage to the Two Bridges Neighborhood Council. As of December 31, 2015, the balance of SHF s 50% share of the mortgage was $429, Lease Commitment SHF occupies its premises under a lease terminating September 14, The annual base rent increases annually at 2.5% plus escalations for real estate tax and maintenance. SHF recognizes $243,899 per year of rental expense on a straight-line basis. Deferred rent payable at December 31, 2015, was $64,703. Minimum future rental payments for each of the remaining years and in the aggregate are: Year 2016 $267, ,403 Total $459,

20 SETTLEMENT HOUSING FUND, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11. Long-Term Debt The following details the various debt obligations outstanding as reflected in the accompanying consolidated statement of financial position at December 31, 2015: Debt Affiliated Obligation at Adjusted Maturity Interest Entities Lender 12/31/2015 Eliminations Balance Date Rate SHF TD Bank $ 418,019 $ 418,019 10/1/ % SHF TD Bank 10,292 10,292 10/1/ % SHF Deutsche Bank 40,000 40,000 3/31/ % Semiperm TD Bank 179, ,000 10/1/ % Newset II HPD 2,698,931 2,698,931 6/30/ % A Newset II HPD 513, ,708 6/1/ % Shuhab HPD 312, ,807 1/1/ % Shuhab HPD 2,771,926 2,771,926 1/1/ % Shuhab Bank of America 20,623,723 20,623,723 12/31/ % % 287 HDFC CPC 1,322,330 1,322,330 6/1/ % 287 HDFC HPD 1,158,812 1,158,812 6/1/ % 287 HDFC HPD 723, ,081 6/1/ % A New Hull HPD 2,070,057 2,070,057 12/3/ % New Hull HPD 286, ,861 6/1/ % NSCCC LIIF 9,700,000 (8,827,851) 872,149 6/30/ % NSCCC New Markets Inv 62 LLC 7,920,000 (4,127,549) 3,792,451 7/1/ % Crenulated Capital One 114, ,501 7/11/ % Crenulated HPD 236, ,500 1/1/ % Crenulated HPD 280, ,000 9/1/ % A St. Johns HDFC TD Bank 50,000 50,000 4/230/ % St. Johns HDFC HPD 1,508,242 1,508,242 7/1/ % A St. Johns HDFC HPD 297, ,795 7/1/ % Marcy Baer LP HTF 7,308,367 7,308,367 5/17/ % A 1615 LP HDC 660, ,983 11/30/ % 1615 LP HTF 700, ,000 11/30/ % Total $61,905,935 $(12,955,400) $48,950,535 A) The loans will be forgiven at their maturity if all of the terms under the enforcement mortgages are satisfied

21 SETTLEMENT HOUSING FUND, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11. Long-Term Debt (Continued) Aggregate annual maturities of the long-term debt over each of the next five years and thereafter as of December 31, 2015, are as follows: 2016 $ 199, ,299, , , , and subsequent years 14,288,152 36,431,914 Amounts to be forgiven (current portion) 2,698,931 (noncurrent) 9,819,690 $48,950,535 Interest expense incurred for the year ended December 31, 2015, was $540, Net Assets Temporarily Restricted Net Assets Temporarily restricted net assets at December 31, 2015, are related to the following purposes: Affordable Housing Development $384,660 MASP 39,203 Children and Adult Food Care Program 12,246 ASP@64 / TASC 63,778 Summer Camp 49,851 ASP/MS ,025 Summer / PS 64 40,810 Right to Counsel 423 Change Capital Fund 133,043 LISC/HUD Section 4 6,501 $843,

22 SETTLEMENT HOUSING FUND, INC. AND AFFILIATES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13. Pension The Organization sponsors a defined contribution pension plan covering all full-time employees after two to three years of service, depending on position, who have reached the age of 21. SHF contributes 10% of each eligible employee s salary. In order to receive matching employer contributions, the employee must contribute 3% of his or her salary. Additional voluntary contributions by the employees are permissible subject to IRS limitations. Pension expense for 2015 was $127, Subsequent Events The Organization evaluated its December 31, 2015, consolidated financial statements for subsequent events through September 15, 2016, the date the consolidated financial statements were available to be issued. On June 28, 2016, Crenulated sold all of its real estate assets for $84,500,000, receiving cash of $22,735,000 and a note receivable of $61,765,000. All real estate operations were discontinued at that time

23 SUPPLEMENTARY INFORMATION

24 SETTLEMENT HOUSING FUND, INC. AND AFFILIATES CONSOLIDATING SCHEDULE OF FINANCIAL POSITION ASSETS Settlement Housing Nonprofit Real Estate Consolidating Consolidated Fund, Inc. Affiliates Affiliates Balance Eliminations Balance CURRENT ASSETS Cash and cash equivalents $ 815,758 $ 1,797,165 $ 269,385 $ 2,882,308 $ - $ 2,882,308 Escrows and reserves - 2,051,064 1,173,981 3,225,045-3,225,045 Tenants' security deposits - 676,412 88, , ,839 Investments 1,260, ,260,672-1,260,672 Grants and contributions receivable 766,035 41, , ,794 Fees receivable, current portion 139, ,729 (99,026) 40,703 Rents and other receivables - 862,627 67, , ,490 Predevelopment costs 619, , ,455 Other assets 110, ,358 57, , ,370 Total Current Assets 3,712,196 6,011,385 1,657,121 11,380,702 (99,026) 11,281,676 FIXED ASSETS Property and equipment, net of accumulated depreciation of $38,415,412 86,497 53,988,008 7,286,763 61,361,268 (438,879) 60,922,389 OTHER ASSETS Fees receivable 284,717-14, , ,066 Loans receivable 12,955, ,955,400 (12,955,400) - Investment-other - - 1,868,568 1,868,568 (1,868,568) - Mortgage receivable 429, , ,739 Due from affiliates 46, ,413 73, ,511 (372,832) 20,679 Other receivable 189,768 84, , ,138 Deferred expenses, less accumulated amortization of $88,953-62,980 41, , ,100 Total Assets $ 17,704,934 $ 60,420,156 $ 10,941,402 $ 89,066,492 $ (15,734,705) $ 73,331,787 CURRENT LIABILITIES Current portion of long-term debt $ 10,292 $ 2,871,091 $ 17,278 $ 2,898,661 $ - $ 2,898,661 Accounts payable and accrued expenses 149,694 2,003, ,243 2,292,711 2,292,711 Accrued interest payable - 335,119 20, , ,189 Tenant security deposits payable - 707,091 89, , ,375 Current portion of deferred rent payable 10, ,875-10,875 Deferred revenue - 219, , ,190 Developers fee payable ,000 65,000 (65,000) - Due to affiliate of general partner - 389,870 16, ,858 (406,858) - Total Current Liabilities 170,861 6,526, ,863 7,044,859 (471,858) 6,573,001 OTHER LIABILITIES Long-term debt 458,019 49,897,183 8,652,072 59,007,274 (12,955,400) 46,051,874 Deferred rent payable 53, ,828-53,828 TOTAL LIABILITIES 682,708 56,423,318 8,999,935 66,105,961 (13,427,258) 52,678,703 COMMITMENTS AND CONTINGENCIES LIABILITIES AND NET ASSETS NET ASSETS Unrestricted Operations 15,737,566 3,537,958-19,275,524 (3,404,016) 15,871,508 Board designated for operating reserves 900, , ,000 Unrestricted noncontrolling interest ,038,036 3,038,036 Temporary restricted 384, , , ,540 Total net assets 17,022,226 3,996,838-21,019,064 (365,980) 20,653,084 STOCKHOLDERS' AND PARTNERS' EQUITY (ACCUMULATED DEFICIT) - - 1,941,467 1,941,467 (1,941,467) - TOTAL LIABILITIES, NET ASSETS AND STOCKHOLDERS' & PARTNERS' EQUITY (ACCUMULATED DEFICIT) $ 17,704,934 $ 60,420,156 $ 10,941,402 $ 89,066,492 $ (15,734,705) $ 73,331,

25 SETTLEMENT HOUSING FUND, INC. AND AFFILIATES CONSOLIDATING SCHEDULE OF ACTIVITIES PUBLIC SUPPORT AND OPERATING REVENUE Temporarily Temporarily Unrestricted Restricted Unrestricted Restricted Settlement Settlement Housing Housing Nonprofit Nonprofit Real Estate Consolidating Consolidated Fund, Inc Fund, Inc Affiliates Affiliates Affiliates Balance Eliminations Balance Grants and contributions $ 2,148,223 $ - $ 6,998,741 $ 458,880 $ 20,355 $ 9,626,199 (143,709) $ 9,482,490 Special events, net 471, , ,764 Program and other fees 2,020, ,660 55, ,460,587 (904,105) 1,556,482 Rental income ,069,939-1,143,898 15,213,837-15,213,837 Interest and dividend income Realized and unrealized gain (loss) on 239,967-2,106-7, , ,925 investments (2,818) (4,414) (7,232) 4,414 (2,818) Other income 40, ,949-23,678 1,059,570 (58,008) 1,001,562 Net assets released from restrictions ,585 (337,585) Total Public Support and Operating revenue 4,918, ,660 22,458, ,295 1,191,369 29,074,650 (1,101,408) 27,973,242 EXPENSES Program services Youth services 1,358,813-10,092, ,450,865 (5,500) 11,445,365 Housing 1,947,692-13,508,709-1,735,444 17,191,845 (990,868) 16,200,977 Supporting services Management and general 1,230, ,952-2,017 1,769,536 3,678 1,773,214 Fundraising 181,906-11, , ,349 Total Expenses 4,718,978-24,149,156-1,737,461 30,605,595 (992,690) 29,612,905 CHANGE IN NET ASSETS BEFORE LOSS ALLOCATED TO NONCONTROLLING OWNERSHIP INTEREST 199, ,660 (1,690,433) 121,295 (546,092) (1,530,945) (108,718) (1,639,663) LOSS ALLOCATED TO NONCONTROLLING OWNERSHIP INTEREST , ,454 CHANGE IN NET ASSETS 199, ,660 (1,690,433) 121,295 (546,092) (1,530,945) 736 (1,530,209) NET ASSETS YEAR ENDED Net assets or retained earnings, January 1, ,437,941-5,228, ,585 2,491,237 24,495,154 (2,311,861) 22,183,293 Capital contributions (distributions) (3,678) (3,678) 3,678 - Net assets, December 31, 2015 $ 16,637,566 $ 384,660 $ 3,537,958 $ 458,880 $ 1,941,467 $ 22,960,531 $ (2,307,447) $ 20,653,

26 CURRENT ASSETS Cash and cash equivalents $ 815,758 Investments-marketable securities 916,914 Grants and contributions receivable 766,035 Fees receivable, current portion 139,729 Predevelopment costs 619,455 Other assets 110,547 Total Current Assets 3,368,438 FIXED ASSETS Property and equipment, net of accumulated depreciation of of $494,876 86,497 OTHER ASSETS Fees receivable 284,717 Loans receivable 12,955,400 Investment-other 343,758 Mortgage receivable 429,739 Due from affiliates 236,385 Total Other Assets 14,249,999 TOTAL ASSETS $ 17,704,934 CURRENT LIABILITIES Line of credit $ 428,311 Accounts payable and accrued expenses 149,694 Current portion of deferred rent payable 10,875 Total Current Liabilities 588,880 OTHER LIABILITIES Long-term debt 40,000 Deferred rent payable 53,828 Total Other Liabilities 93,828 TOTAL LIABILITIES 682,708 COMMITMENTS AND CONTINGENCIES SETTLEMENT HOUSING FUND, INC. SCHEDULE OF FINANCIAL POSITION ASSETS LIABILITIES AND NET ASSETS NET ASSETS Unrestricted Undesignated 15,737,566 Board designated 900,000 Temporarily restricted 384,660 Total Net Assets 17,022,226 TOTAL LIABILITIES AND NET ASSETS $ 17,704,934 See notes to financial statements

27 PUBLIC SUPPORT AND OPERATING REVENUE Temporarily Unrestricted Restricted Total Grants and contributions $ 2,148,223 $ - $ 2,148,223 Special events, net of direct costs of of $89, , ,764 Program and other fees 2,020, ,660 2,405,184 Interest and dividend income 239, ,967 Realized and unrealized gain (loss) on investments (2,818) - (2,818) Other income 40,943-40,943 Total Public Support and Operating Revenue 4,918, ,660 5,303,263 EXPENSES Program services Youth services 1,358,813-1,358,813 Housing 1,947,692-1,947,692 Supporting services Management and general 1,230,567-1,230,567 Fundraising 181, ,906 Total Expenses 4,718,978-4,718,978 CHANGE IN NET ASSETS 199, , ,285 NET ASSETS SETTLEMENT HOUSING FUND, INC. SCHEDULE OF ACTIVITIES YEAR ENDED Net assets, January 1, ,437,941-16,437,941 Net assets, December 31, 2015 $ 16,637,566 $ 384,660 $ 17,022,226 See notes to financial statements

28 CASH FLOWS FROM OPERATING ACTIVITIES Change in net assets $ 584,285 ADJUSTMENTS TO RECONCILE CHANGE IN NET ASSETS TO NET CASH USED IN OPERATING ACTIVITIES Realized and unrealized gain on investments 2,818 Depreciation and Amortization 42,918 Bad debt 2,048 Rent (27,670) Changes in assets and liabilities Grants and contributions receivable (599,249) Fees receivable (141,777) Other assets 322,835 Predevelopment costs (619,455) Accounts payable and accrued expenses (87,014) Net cash used in operating activities (520,261) CASH FLOWS FROM INVESTING ACTIVITIES SETTLEMENT HOUSING FUND, INC. SCHEDULE OF CASH FLOWS YEAR ENDED Investments-marketable securities (37,532) Mortgage receivable (20,463) Due from affiliates (158,747) Other receivable 50,246 Fixed asset additions (41,364) Net cash used in investing activities (207,860) CASH FLOWS FROM FINANCING ACTIVITIES Line of credit 428,311 Long-term debt 40,000 Net cash provided by financing activities 468,311 NET DECREASE IN CASH (259,810) CASH Beginning of year 1,075,568 End of year $ 815,758 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for interest $ 70 See notes to financial statements

29 SETTLEMENT HOUSING FUND, INC. SCHEDULE OF FUNCTIONAL EXPENSES YEAR ENDED Program Services Supporting Services Management Youth Services Housing & General Fundraising Total Salaries and related expenses $ 855,298 $ 1,303,905 $ 929,337 $ 174,906 $ 3,263,446 Professional fees and contract service payments 39, ,306 35,289 7, ,497 Occupancy - 246,189 91, ,931 Security Telephone 6,130 21,975 8,750-36,855 Postage 603-7,461 8,064 Supplies 19,065 7,948 7,384-34,397 Affordable housing lease-up - 8, ,345 Housing development - 6, ,793 Conferences, training, seminars and travel 36,975 2,749 8,011-47,735 Publications and printing 160 2,282 6,814-9,256 Purchase, rental and maintenance of equipment 11,675 26,835 11,106-49,616 Insurance - 49,288 23,125-72,413 Contributions - 143,209 8, ,209 Student expenses 106,197 6,836 2, ,755 DREAMS/Youthbuild expenses 43, ,098 Donated services and supplies 239, ,242 Interest expense Bad debt - - 2,048-2,048 Other expenses - 20,032 45,790-65,822 Depreciation and amortization ,918-42,918 $ 1,358,813 $ 1,947,692 $ 1,230,567 $ 181,906 $ 4,718,978 See notes to financial statements

30 SETTLEMENT HOUSING FUND, INC. SELECTED NOTES TO SCHEDULES 1. Organization SHF has elected to present parent-only schedules as supplementary data accompanying the primary consolidated financial statements. 2. Summary of Significant Accounting Policies Program Fees SHF receives fees for the performance of project development. The fees are generally earned over the development period in accordance with the fee agreements. Development fees are recognized as revenue as the milestones in the development agreements are achieved. SHF receives supervisory fees from several of its affiliated projects. In addition, SHF provides services, such as marketing, to unaffiliated projects. The fees are recognized as revenue when earned. Fees from all other services are recognized as earned in accordance with agreements or as services are rendered. 3. Investment-Other Investment-Other consists of an investment in Housing Partnership Insurance Exchange, which is stated at cost at December 31, Fees Receivable Current Portion Non-Current Two Bridges Development Fee $ - $186,217 Two Bridges Incentive Fee 98, St. John s Place Development Fee 65,000 Other Affiliates 74,729 $139,729 $284,

31 SETTLEMENT HOUSING FUND, INC. SELECTED NOTES TO SCHEDULES 5. Due from Affiliates Amounts due from affiliates at December 31, 2015, are as follows: For profit Nonprofit Total St. John s Place Family Center HDFC $ 18,961 $ - $ 18,961 Two Bridgeset Associates LP 185, ,129 Shuhab 8,000 8, St. John s Place 13,838 13,838 Other 6,410 4,047 10,457 $224,338 $12,047 $236,385 The balances are noninterest bearing, unsecured, and are due on demand. 6. Loans Receivable A Senior Fund Note in the amount of $8,827,851 dated August 11, 2011, from NSCCC Investment Fund LLC to GSUIG Real Estate Member LLC and loaned to NSCCC, was subsequently assigned to SHF. Interest only payments are due from the borrower quarterly at 1% per annum. Principal payments are to be received commencing July 1, 2018, through the maturity date on January 1, A Junior Fund Note in the amount of $4,127,549 dated August 11, 2011, from NSCCC Investment Fund LLC to SHF and loaned to NSCCC requires interest only payments quarterly at 1% per annum. The principal balance of $4,127,549 is due on January 1, Predevelopment Costs SHF incurs costs in connection with properties it is considering for development as well as costs associated with properties in the initial stages of development. These project costs are capitalized and recorded as predevelopment costs until such time as the project is either abandoned or becomes an approved project with independent funding sources. Predevelopment costs are charged to operations at the time a potential project is no longer considered feasible. When a project has been approved and funded for development, these costs are reimbursed to SHF. Predevelopment costs totaled $619,455 at December 31, These costs were reimbursed to SHF on June 28,

32 SETTLEMENT HOUSING FUND, INC. SELECTED NOTES TO SCHEDULES 8. Fair Value Measurements Fair values of assets measured on a recurring basis at December 31, 2015, are as follows: Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Corporate fixed income $415,214 $415,214 $ - Mutual funds 501,700 $501,700 - Captive insurer organization 343, ,758 Total $1,260,672 $501,700 $415,214 $343,758 All assets have been valued using a market approach, except for Level 3 assets. Level 3 assets are valued using the income approach. Fair values of assets in Level 2 are calculated using quoted market prices for similar assets in markets that are not active. Fair values for assets in Level 3 are calculated using assumptions about discounted cash flow and other present value techniques. There were no changes in the valuation techniques during the current year